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Terms and Conditions

General Terms and Conditions

CO-WORKING MEMBERSHIP AGREEMENT This Co-Working Membership Agreement (this "Agreement"), dated as of ________________________ (the "Effective Date"), is by and between REEDS403 LLC, a Pennsylvania limited liability company with an address of PO Box 347, Easton, Pennsylvania 18044 (“REEDS403”) and _____________________________________________________, (the "Member" and together with Service Provider, the "Parties", and each a "Party"). WHEREAS, REEDS403 provides general office and working space at the property located at 403 Northampton Street, Easton, Pennsylvania 18042 (the “Property”); and WHEREAS, Member desires to enter into an agreement with REEDS403 for the unexclusive use of the Property under the terms and conditions hereinafter set forth; NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, REEDS403 and Member agree as follows:

  1. Services. Subject to the terms and conditions of this Agreement, REEDS403 shall provide Member the services below (collectively, the “Services”): 1.1 Non-exclusive access to the office space located in the Property; 1.2 Regular maintenance of the office space, provided that REEDS403 shall not be responsible for damage caused by other Members or which exceeds normal wear and tear; 1.3 Furnishings for the office space of the quality and in the quantity typically provided to other office space or Members, as appropriate, in the building; 1.4 Access to and use of the shared internet connection; 1.5 Access to and use of the shower and shower room subject to the following conditions; (a) Only one (1) person is permitted in the shower room at a time; (b) Member must remember to lock shower room door after entry; (c) Member agrees to clean shower room when finished; and (d) Member shall report any issues with shower room to REEDS403 staff immediately. 1.6 Subject to availability, use of the Large Conference Room in the Property shall be for the exclusive use of the Members. Member shall be required to reserve the large conference room for a minimum of two (2) hours at the fee of TWENTY-FIVE DOLLARS ($25.00) per hour in addition to the Membership Fee (hereinafter defined). Overuse of the conference room may lead to REEDS403 charging overage fees; 1.7 Subject to availability, use of the Small Conference Room in the Property shall be for the exclusive use of the Members. Member shall be required to reserve the small studio room for a minimum of two (2) hours at the fee of TWENTY DOLLARS ($20.00) in addition to the Membership Fee; and 1.8 Heat and air-conditioning in the office space during regular business hours on regular business days. “regular business hours” shall be defined as 9:00 a.m. to 5:00 p.m. and “regular business days” shall be defined as all weekdays, except U.S. federal holidays. Member shall not be permitted to adjust the temperature in any way.
  2. Use of the Services. Member acknowledges that he/she/it is participating in and/or using the Services at Member’s own free will.
  3. Reservation of Rights. REEDS403 may modify or reduce the list of Services at any time with prior notice.
  4. Membership Fee. During the Term (hereinafter defined) of this Agreement, Member shall pay a monthly fee in the amount of ONE HUNDRED DOLLARS ($100.00) (the “Membership Fee”) for the use of the Services. The Membership Fee shall be paid to REEDS403 monthly no later than the twenty-fifth (25th) day of the preceding month. This Membership Fee is subject to adjustments during the Term of this Agreement. REEDS403 shall notify Member of any changes at least thirty (30) days prior to such adjustments.
  5. Security Deposit. On the Effective Date, Member shall pay to REEDS403 a security deposit in the amount of TWO HUNDRED DOLLARS ($200.00) (the “Security Deposit”). The Security Deposit is not intended to be a reserve from which fees may be paid. In the event Member is in default of any monetary covenant of this Agreement, Member may not rely on REEDS403 deducting from the Security Deposit to cure such default. The Security Deposit will be returned to Member no later than thirty (30) days following the termination of this Agreement, subject to Member’s complete satisfaction of his/her/its obligations under this Agreement.
  6. Term. The Term of this Agreement shall commence on the Effective Date (the “Membership Commencement Date”) and expires on the last day of the month which occurs the first (1st) anniversary of the Membership Commencement Date; provided however that Member may terminate this Agreement at any time with thirty (30) days emailed written notice to REEDS403 at ma@reeds403.com.
  7. Termination. REEDS403 reserves the right to terminate Member’s participation in, and use of, the Services immediately and without notice. No refunds.
  8. Damage Caused by Member. Member shall repair at its sole cost and expense all damage caused to the Property by any willful or negligent action by Member and/or Member’s guests. Member’s obligations under this Section shall survive the expiration or earlier termination of the Agreement.
  9. Indemnification. Member releases, and hereby agrees to indemnify, defend and hold harmless REEDS403 and its subsidiaries, affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns, jointly and individually (collectively, “REEDS403 Parties”), from and against all claims, liabilities, losses, damages, costs, expenses, judgments, fines and penalties (the “Losses”) based upon, or arising out of, Member’s and/or Member’s guests negligent actions, errors and omissions, willful misconduct and fraud in connection with the participation or use of the Services. Member further agrees that in the event he/she/it brings a claim or lawsuit in violation of this Agreement, Member shall be liable for any attorneys’ fees and costs incurred by REEDS403 or REEDS403 Parties in connection with the defense of such claim or lawsuit.
  10. Disclaimer of Warranties. To the maximum extent permitted by law, REEDS403 provides the Services “as is”, and hereby disclaim with respect to the Services all warranties and conditions, whether express, implied or statutory, including, but not limited to, any warranties, duties or conditions of or related to merchantability and fitness for a particular purpose. In addition, there is no warranty, duty or condition of title, quiet enjoyment, quiet possession, correspondence to description or non-infringement. The entire risk as to the quality, or arising out of participation in or the use of the Services, remains with the Member.
  11. Limitation of Liability. 11.1 IN NO EVENT SHALL REEDS403 OR REEDS403 PARTIES (HEREINAFTER DEFINED) BE LIABLE TO MEMBER OR TO ANY THIRD PARTY FOR ANY INJURY, LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT REEDS403 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. 11.2 IN NO EVENT SHALL REEDS403’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED TWO (2) TIMES THE AGGREGATE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER PURSUANT TO THIS AGREEMENT IN THE MONTH PERIOD PRECEEDING THE CLAIM.
  12. Insurance. During the term of this Agreement REEDS403 shall carry commercial liability and business personal property insurance. Member is responsible for self-insuring all personal valuables, personal or otherwise. Except where prohibited by law, Member shall require its insurer to waive all rights of subrogation against REEDS403’s insurers and REEDS403.
  13. Confidentiality. During the Term of this Agreement, Member may be exposed to Confidential Information. “Confidential Information” shall mean all information, in whole or in part, that is disclosed by REEDS403, or any other participant or user of the Services, or any employee, affiliate, or agent thereof, that is nonpublic, confidential or proprietary in nature, including, but not limited to, information about businesses, sales, operations, know-how, trade secrets, technology, products and financial information. Member’s participation in and/or use of the Services obligates Member to maintain all Confidential Information in strict confidence, not to disclose Confidential information to any third-parties, and not to use the Confidential Information in any way directly or indirectly detrimental to REEDS403 or any participant or user of the Services. All Confidential Information shall remain the sole and exclusive property of the disclosing party. Member acknowledges and agrees that he/she/it’s participation and use of the Services shall not be construed as granting any rights to Member, by license or otherwise in a third party’s Confidential Information.
  14. Use of Member Information. Member hereby grants REEDS403 a limited license without additional consideration during the Term of this Agreement for the use of Member’s name, image and likeness, trademark, tradename, industry, title, and URL for listing in REEDS403’s public membership directory for any promotional purposes. REEDS403 reserves the right at all times to disclose any information about Member or Member’s use of the Property, as REEDS403 deems necessary to satisfy any applicable law, regulation legal process or governmental request.
  15. Compliance with Laws on Controlled Substances. REEDS403 complies with federal, state and local laws which regulate the possession, use and sale of alcoholic beverages. Customer understands and agrees that it is responsible for informing all of its participants, associates, agents and staff with respect to the alcoholic beverage policy and laws. Customer is liable for any violation of the alcohol policy or possession or use of illegal controlled substances anywhere at the Property that may result in sanctions pursuant to said policy and pursuant to the laws and ordinances of governmental units and agencies and the Commonwealth of Pennsylvania. Customer warrants and represents that no minors under the age of twenty-one (21) years shall be served alcoholic beverages.
  16. Rules and Regulations. 16.1 Use of Premises. Member shall use the Property for office purposes, and such customary related office uses and for no other purpose (the “Permitted Use”). Member and/or any guests of Member agree that when on the Property, they shall not: (a) violate any local, state, federal or any applicable law or regulation; (b) use the Property in violation of the Permitted Use or in a manner that could cause damage to the Property; (c) restrict or interfere with any other Member’s use and enjoyment of the Property; (d) use the Property in connection with contests, pyramid schemes, chain letters, junk email, spamming, spimming or any duplicative or unsolicited message (commercial or otherwise); (e) defame, abuse, stalk, threaten or otherwise violate the legal rights of others; (f) publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information; or (g) use any material or information, including images or photographs, which are made available through the Property in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party; or (h) upload files that contain viruses, Trojan Horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another; or (i) download any file(s) that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner; or (j) harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party. 16.2 General Prohibitions. No smoking, vaping, offensive odors, or pets of any kind are permitted on the Property. 16.3 Minimum Age. No person under the age of twenty-five (25) is permitted on the Property at any time. 16.4 Cleanliness. Member shall be responsible for cleaning and putting away any dirty cups, mugs, or dishes used by Member at the Property. In the event that Member brings guests to the Property from time-to-time, Member shall be responsible for cleaning up after their guests as well. 16.5 Use of the Stove. Member may not use the stove on the Property without written approval by an authorized party of REEDS403. 16.6 Indoor Voice. Member shall be mindful and respectful of others in the Property. While the Property is not a library, and collaboration is encouraged, Member shall respect the privacy of others. Prolonged phone or video conversations at normal, can-you-hear-me-now volume is not acceptable. Utilizing a speaker phone or open laptop speaker at the Property is not acceptable. 16.7 Alcohol Policy. Member shall not drink any alcoholic beverage at the Property or enter the Property intoxicated during regular business days and regular business hours. 16.8 Overnight Stay Prohibited. REEDS403 understands Member may be required to work late hours during the Term of this Agreement, however under no circumstances is Member permitted to sleep overnight at the Property. 16.9 Harassment. REEDS403 believes that every Member shall be afforded the opportunity to work in an environment free of harassment. Member shall not act in any way that amounts to harassment, whether verbal or physical, towards any other person. Behavior that amounts to harassment will not be tolerated and will result in disciplinary action, up to and including immediate termination of this Agreement. 16.10 Guests. Members are welcome to invite up to three (3) guests during any individual visit. Each unique guest is allocated two (2) visits per month. Members must be on-site with guests at all times and are responsible for all guests’ actions and compliance with Membership Agreement.
  17. Entire Agreement. This Agreement, including and together with any related Statements of Work, exhibits, schedules, attachments and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.
  18. Notices. All notices, requests, consents, claims, demands, waivers and other communications under this Agreement (each, a "Notice", and with the correlative meaning "Notify") must be in writing and addressed to the other Party at its address set forth below (or to such other address that the receiving Party may designate from time to time in accordance with this Section). Unless otherwise agreed herein, all Notices must be delivered by personal delivery, nationally recognized overnight courier or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) on receipt by the receiving Party; and (b) if the Party giving the Notice has complied with the requirements of this Section.
  19. Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
  20. Amendments. No amendment to or modification of or rescission, termination or discharge of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party.
  21. Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
  22. Assignment. Member shall not assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of REEDS403. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the Member of any of its obligations under this Agreement. REEDS403 may assign any of its rights or delegate any of its obligations to any affiliate or to any person acquiring all or substantially all of REEDS403’S assets without Member's consent.
  23. Attorneys’ Fees. In the event Member defaults on any obligation or rules and regulations of this Agreement, Member shall be responsible to reimburse REEDS403 for any and all costs, fees, and expenses, including attorneys’ fees, in connection with the enforcement of REEDS403’s rights and remedies against Member, or any such claim, legal action or proceeding.
  24. Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.
  25. No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
  26. Choice of Law. This Agreement and all related documents including all exhibits attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the Commonwealth of Pennsylvania.
  27. Choice of Forum. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all exhibits, schedules, attachments and appendices attached to this Agreement, and all contemplated transactions, including contract, equity, tort, fraud and statutory claims, in any forum other than the courts of the Commonwealth of Pennsylvania sitting in Northampton County and any appellate court from any thereof. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation or proceeding. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
  28. WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT, INCLUDING EXHIBITS, SCHEDULES, ATTACHMENTS, AND APPENDICES ATTACHED TO THIS AGREEMENT, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, ATTACHMENTS OR APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.
  29. Class Action Waiver. Any proceeding to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither Member or REEDS403 may be permitted to seek any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the written consent of all parties to all affected proceedings.
  30. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. Notwithstanding anything to the contrary in this Section, a signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
  31. Force Majeure. REEDS403 shall not be liable or responsible to Member, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of REEDS403 including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of 30 days, Member shall be entitled to give notice in writing to REEDS403 to terminate this Agreement.

[signatures to follow] Signature Page to REEDS403 Co-Working Membership Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date by their respective duly authorized officers.

DATE: MEMBER:

By: ____________________________

Name:

Title:

REEDS403:

REEDS403 LLC

By: ____________________________

Name:

Title:

ADDRESS:

PHONE:

EMAIL:

EMERGENCY CONTACT:

EMERGENCY CONTACT PHONE:

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